U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2001
                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 - For the Transition period from ______ to ______

                         Commission File Number: 0-21604

             Common Goal Health Care Pension and Income Fund L.P. II
        (Exact name of small business issuer as specified in its charter)

           Delaware                                           36-3644837
(State or other Jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                        1100 Ocean Shore Blvd., Suite 10
                             Ormond Beach, FL 32176
                    (Address of principal executive offices)

                                 (386) 441-6633
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities  registered under Section 12(g) of the Exchange Act: Units of Limited
Partnership Interest

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements,  incorporated  by  reference  in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 2001 were $233,918.

The aggregate original sales price of the units of Limited Partnership  Interest
held by  non-affiliates  of the  Registrant as of March 31, 2002 was  $5,221,160
(490  investors).  As of March 31, 2002, there was no market for these Units and
no market is expected to develop.  The aggregate  sales price is accordingly not
necessarily indicative of the price at which these Units would trade.

                       DOCUMENTS INCORPORATED BY REFERENCE



<PAGE>


Portions of the Prospectus of the  Registrant  dated January 12, 1990, and filed
pursuant to Rule 424(b) and Rule 424(c)  under the  Securities  Act of 1933,  as
amended,  are  incorporated  by reference into Part III of this Annual Report on
Form 10-KSB.


                                     PART I


Item 1. Description of Business.


     General.
     -------

     Common Goal Health Care Pension and Income Fund L.P. II (the "Partnership")
was organized on May 9, 1989 as a limited partnership under the Delaware Revised
Uniform Limited  Partnership Act. The Partnership's  general partners are Common
Goal Capital Group, Inc. II ("Common Goal II" or the "Managing General Partner")
and  Common  Goal  Limited  Partnership  II (the  "Associate  General  Partner")
(collectively,  the "General Partners"). With limited exceptions, Common Goal II
has exclusive control over the business of the Partnership,  including the right
to manage the Partnership's assets. The Partnership commenced operations on July
2, 1990 after having accepted  subscriptions  for more than the requisite number
of 117,650  units of limited  partnership  interest  (the  "Units")  in a public
offering  registered  with the Securities and Exchange  Commission  (the "Public
Offering"). The Partnership raised a total of $5,221,160 in its Public Offering.

     The Partnership's  primary business was to invest in or make mortgage loans
which were  secured by junior  mortgages  or deeds of trust on fee or  leasehold
interests in health  care-related  real estate,  including  properties  owned or
acquired by affiliated  borrowers,  or other collateral,  including interests in
borrowers  satisfactory to the Managing General Partner (the "Mortgage  Loans").
The  Partnership  also made a Mortgage  Loan through a joint venture with Common
Goal  Health  Care  Participating  Mortgage  Fund L.P.  ("Common  Goal  I"),  an
affiliated, publicly-offered limited partnership with investment objectives that
are  substantially  identical to those of the  Partnership.  (See "Joint Venture
Loan," below.) The  facilities  underlying  the  Partnership's  loans to certain
affiliated  borrowers  (See "St.  Catherine's  Loans"  below)  were leased to an
unaffiliated  third party in November 1998 (the "Lessee").  The Lessee continues
to lease the facilities. The Lessee did not assume the St. Catherine's Loans.

     The  Partnership's  objectives  in making its Mortgage  Loans were:  (i) to
preserve  and  protect  the  Partnership's  capital;  (ii) to provide  quarterly
distributions  from  investment  income;  and  (iii) to  provide  for  potential
long-term  appreciation of its Mortgage Loan  investments,  principally  through
participations  payable at  maturity  of the  Mortgage  Loan or upon the sale or
refinancing  of the  underlying  property (the  "Participations").  It is not an
objective of the Partnership to provide tax-sheltered income.

     The  Partnership  is  conducting  and  intends to  continue  to conduct its
operations so that it will not become subject to regulation under the Investment
Company Act of 1940. Generally,  the term "investment company" might include the
Partnership if, after a one-year period,  the  Partnership,  among other things,
were to be  engaged  primarily,  or were to hold  itself  out as  being  engaged
primarily, or were to propose to engage primarily, in the business of investing,
reinvesting or trading in securities, or if it were to have more than 40% of its
total assets, excluding cash and government securities,  invested in "investment
securities" as that term is defined in the  Investment  Company Act of 1940. The
Partnership does not currently meet this test.

     The Partnership  made Mortgage Loans on fee interests (or other  beneficial
interest essentially equivalent to a mortgage on real property). All real estate
underlying  existing  Mortgage  Loans  is  used  in the  health  care  industry,
particularly real estate used as nursing home and intermediate care facilities.

     The  Partnership  treats its Mortgage  Loans as mortgage  loans for federal
income tax purposes.  See "Item 7. Financial Statements." The Partnership is not
subject to federal  income taxes as the  liability for such taxes is that of the
partners rather than the  Partnership.  For further  information  concerning the
Partnership's present investments in Mortgage Loans, see "St. Catherine's Loans"
below.

     The  Managing  General  Partner  will  attempt to resolve any  conflicts of
interest  between  the  Partnership  and  others by  exercising  the good  faith
required of fiduciaries. The Managing General Partner believes that generally it
will be able to resolve conflicts, if any, on an equitable basis.

     Funds held pending distribution, may be invested by the Partnership, at the
direction  of  the  Managing  General  Partner,   in  United  States  government
securities,  certificates  of deposit of United States banks with a net worth of
at least  $20,000,000,  repurchase  agreements  covering the  securities  of the
United  States  government  or  governmental  agencies,   bankers'  acceptances,
commercial paper rated A-1, Prime-1 or better by Standard and Poor's Corporation
or Moody's  Investors  Service,  Inc.,  respectively,  money market funds having
assets in excess of  $100,000,000,  interest-bearing  time deposits in banks and
thrift institutions or any combination of these investments.


     Joint Venture Loan.
     ------------------

     The  Partnership  made a mortgage loan (the "Joint Venture Loan") in August
1990  through  a  joint   venture  (the  "Joint   Venture")   with  Common  Goal
Participating   Mortgage   Fund  L.P.   ("Common   Goal  I"),   an   affiliated,
publicly-offered   limited  partnership  with  investment  objectives  that  are
substantially identical to those of the Partnership.

     The Joint Venture,  CGI-CGII  Honeybrook  General  Partnership,  a Maryland
general  partnership  (the "Lender"),  entered into an Amended and Restated Loan
Agreement  (the "Loan  Agreement")  with Honey  Brook  Medical  Investors,  Ltd.
("Medical"),  Honey Brook Retirement Investors,  Ltd. ("Retirement"),  Forest L.
Preston   ("Preston"),   Fred  L.  Lester  ("Lester")  and  Charles  E.  Jabaley
("Jabaley")  (collectively,  the  "Borrowers").  Medical holds title to property
referred to as Hickory House  Nursing Home located in Honey Brook,  Pennsylvania
("Hickory  House").  Retirement  holds  title  to the  property  referred  to as
Heatherwood  Retirement  Center  also  located  in  Honey  Brook,   Pennsylvania
("Heatherwood").

     The  Loan  Agreement  provided  for a  loan  in  the  principal  amount  of
$3,430,113.95.  The  Partnership  subsequently  funded  $95,600  in 1991,  which
decreased the Common Goal I portion of the Joint Venture Loan to $3,334,514. The
loan was  originally  collateralized  by an  absolute  assignment  of all of the
general and limited  partnership  interests in Medical and Retirement,  a Junior
Mortgage on Hickory House, and the guaranty of Preston, Lester, Jabaley and Life
Care. The Loan Agreement  provided for Basic Interest of 13.7% per annum payable
monthly in advance at 12% per annum with 1.7%  deferred  and paid  annually  and
Additional  Interest  consisting  of  two  components  (participation  in  gross
revenues and participation in appreciation).

     On December 3, 1993, Lender and Borrowers executed a First Amendment to the
Amended and Restated Loan  Agreement (the "First  Amendment")  pursuant to which
the  description of the Collateral was amended to eliminate the Mortgage and the
calculation  of Additional  Interest was amended to provide that the fair market
value  of  the  Hickory  House  portion  of  the  Collateral  was  deemed  to be
$6,400,000.  Thus,  while the Mortgage on Hickory  House was released and a fair
market  value  was  attributed  to that  property  (for  purpose  of  subsequent
calculation  of  Additional  Interest),  Lender  continued  to  be  entitled  to
participate in gross revenues and appreciation in Heatherwood and Hickory House.

     In January,  2000,  Borrower requested an extension of the maturity date to
March 31, 2000.  Lender agreed,  provided that Borrowers paid down the principal
balance of the loan by $500,000,  which amount was paid in February  2000.  This
amount was used to retire the $50,590 remaining of the  Partnership's  principal
with the balance reducing Common Goal I's principal. On or about April 11, 2000,
the Lender and the Borrowers agreed that $235,000 of Additional Interest was due
of which the  Partnership's  share was $7,355.  All such  amounts were repaid in
2000.


     St. Catherine's Loans.
     ---------------------

     The  Partnership  also  made and  funded  three  mortgage  loans  (the "St.
Catherine's  Loans") to affiliated entities (the "St.  Catherine's  Borrowers").
The  Partnership's  affiliation with these entities is a result of the President
and Chief Executive  Officer of the Managing General Partner also serving as the
President of the St. Catherine's Borrowers. Concurrently with the refinancing of
the senior  debt held by South Trust Bank of  Alabama,  N.A.  secured by the St.
Catherine's,  Court  House  and  Findlay  facilities  on  April  13,  1995,  the
outstanding  principal and Additional  Interest due on the St. Catherine's Loans
were  repaid.  The  refinancing  of the senior debt did not  provide  sufficient
proceeds  to allow  payment in cash of the  participations  owing  under the St.
Catherine's Loans (the "SC Participations") in the total amount of $840,500. The
St. Catherine's Borrowers paid the SC Participations through (i) the issuance of
notes in the total  amount of $400,000  bearing an  interest  rate of 11.00% per
annum (a)  maturing  on the  earlier of the sale or  refinancing  of the Tiffin,
Bloomville,  Fostoria,  Washington  Court House and Findlay  Facilities (the "SC
Facilities") or the maturity of the refinanced  senior debt which was originally
August  31,  2000  and was  subsequently  extended  to  April  20,  2004 and (b)
cross-collateralized by second mortgage liens on the SC Facilities; and (ii) the
issuance of a contingent payment  obligation by St. Catherine's of Seneca,  Inc.
in the amount of $202,500 and a contingent payment obligation by St. Catherine's
Care  Centers of  Fostoria,  Inc. in the amount of $238,000  (collectively,  the
"CPOs").

     The CPOs bear interest at an annual rate of 11.00%, which is due quarterly,
and mature on the earlier of the sale or refinancing of the SC Facilities or the
maturity of the senior debt with South  Trust  which was  originally  August 31,
2000 and was  subsequently  extended to April 20,  2004.  The CPOs  provide that
interest is payable on a current basis  provided that the debt service  coverage
ratios  on each of the SC  Facilities  is 1.2 to 1.0.  In the event  these  debt
service coverage ratios are not maintained,  the interest shall accrue until the
debt service coverage ratio is at least 1.2 to 1.0 or maturity. The CPOs further
provide  that  principal  is payable  only to the  extent  that upon a resale or
refinancing  of the SC Facilities,  there are  sufficient  proceeds to repay the
senior debt and the amounts  owing under the CPOs.  The CPOs were  assumed by an
affiliated entity,  Will Care of Ohio, Inc., and are secured, to the extent they
become payable and are not paid, by a pledge of 30 shares of St.  Catherine's of
Seneca, Inc. common stock.

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable,  as Deferred Revenue,  and the interest
thereon will be recognized as it is earned.  Because of the contingent nature of
the $440,500 in participation income due to the Partnership related to the CPOs,
such  amount  has not  been  recorded  as an asset  of the  Partnership  and the
participation  income and interest  earned on the CPOs will be  recognized  only
when received.

     On March 13, 1997, the Managing  General Partner approved loans of $425,000
to St.  Catherine's Care Center of Tiffin,  Inc., St. Catherine's Care Center of
Bloomville,  Inc., St.  Catherine's Care Center of Washington Court House, Inc.,
St. Catherine's Care Center of Fostoria, Inc. and St. Catherine's Care Center of
Findlay, Inc.  (collectively,  "St. Catherine's Care Centers") affiliates of the
Managing  General  Partner,  and to be  secured by third  mortgages  on the real
properties owned by each of the foregoing,  said mortgages being subordinated to
senior  indebtedness  in the amount of  $10,650,000  held by South Trust Bank of
Alabama, N.A. and indebtedness of the Partnership in the amount of $400,000. The
loans  bear  interest  at the  rate of 13% per  annum.  The  Partnership  funded
$425,000 of these  loans on April 10,  1997.  On  November 3, 1997 the  Managing
Partner  approved an increase of an additional  $425,000 in the loans to the St.
Catherine's  Care  Centers.  The original  maturity  date of these loans was the
earlier of the sale of the  properties or April 30, 2000 which was  subsequently
extended  to April 20,  2001 and then to April  20,  2004 as  further  described
below. As of December 31, 2001 and 2000 the loan balance was $850,000.

     On April 20, 2001, the Partnership and the Borrowers  agreed to: (i) extend
the terms of the second and third Mortgage Loans,  which were to have matured on
April 20, 2001 to April 20, 2004,  so that the second and third  Mortgage  Loans
would be coterminous with the refinanced underlying first mortgage;  (ii) adjust
the applicable annual interest rate payable under the second Mortgage Loans from
and after  April 20,  2001 to 9.75%;  and (iii)  adjust  the  applicable  annual
interest  rate payable under the third  Mortgage  Loans from and after April 20,
2001,  to 10.75%  and (iv)  require  the St.  Catherine's  Care  Centers  to pay
extension fees to the Partnership  totaling  $10,500.  The $10,500 extension fee
was paid on August 31, 2001.

     As of December  31,  2001,  the  Partnership  was owed $25,515 for interest
accrued during the fourth quarter for the second and third Mortgage  Loans.  The
Borrowers are current in their payments on the second and third Mortgage  Loans.
Additionally,  as of December  31,  2001,  the  Borrowers  owed the  Partnership
$23,661  pursuant to the terms of a promissory  note in the  original  amount of
$69,294  delivered by the  Borrowers for all late interest and fees on the third
Mortgages  through  April 20, 2001.  The  promissory  note bears  interest at an
annual  rate of 7% and is payable in monthly  installments  over  twelve  months
ending April 20, 2002. The Borrowers are current in their payments on this note.

     The following  charts provide certain summary  information  with respect to
the Partnership's Mortgage Loans.

Common Goal II Second Mortgage Loans

<TABLE>
<CAPTION>


<S>                        <C>                  <C>                  <C>                  <C>                    <C>
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
                             St. Catherine's      St. Catherine's      St. Catherine's     St. Catherine's        St. Catherine's
                                of Tiffin          of Bloomville         of Fostoria        of Findlay         of Washington Court
                                                                                                                       House
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Date of Loan               1995                 1995                 1995                 1995                   1995
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Type of Loan               Second Mortgage on   Second Mortgage on   Second Mortgage on   Second Mortgage on     Second Mortgage on
                           one facility         one facility         one facility         two facilities         one facility
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Current Principal Amount   $51,500              $36,000              $102,000             $142,500               $68,000
Outstanding as of Dec. 31,
2001
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Interest Rate              9.75% (1)            9.75% (1)            9.75% (1)            9.75% (1)              9.75%
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Maturity                   Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004          Apr. 20, 2004
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Property Type/Location of  44-bed nursing home  30-bed nursing home  102-bed nursing home 40-bed and 60-bed      50-bed nursing home
Property Securing Loan     in Tiffin, OH        in Bloomville, OH    in Fostoria, OH      nursing homes in       in Washington Court
                                                                                          Findlay, OH            House, OH
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Relationship to
Partnership                Affiliate            Affiliate            Affiliate            Affiliate              Affiliate

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

</TABLE>


(1)  Interest on the St.  Catherine's  Mortgage  Loans is at a rate of 9.75% per
     annum,  calculated  on a 365-day year for the actual number of days lapsed,
     and paid quarterly.

Common Goal II Third Mortgage Loans

<TABLE>
<CAPTION>


<S>                           <C>                    <C>                    <C>                    <C>

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
                             St. Catherine's      St. Catherine's      St. Catherine's      St. Catherine's      St. Catherine's
                                of Tiffin          of Bloomville         of Fostoria          of Findlay        of Washington Court
                                                                                                                      House
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Date of Loan               1997                 1997                 1997                 1997                 1997
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Type of Loan               Third Mortgage on    Third Mortgage on    Third Mortgage on    Third Mortgage on    Third Mortgage on
                           one facility         one facility         one facility         two facilities       one facility
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Current Principal Amount   $51,281              $173,425             $113,550             $126,379             $385,365
Outstanding as of Dec. 31,
2001
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Interest Rate              10.75% (1)           10.75% (1)           10.75% (1)           10.75% (1)           10.75% (1)
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Maturity                   Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Property Type/Location of  44-bed nursing home  30-bed nursing home  102-bed nursing home 40-bed and 60-bed    50-bed nursing home
Property Securing Loan     in Tiffin, OH        in Bloomville, OH    in Fostoria, OH      nursing homes in     in Washington Court
                                                                                          Findlay, OH          House, OH
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------

-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------
Relationship to
Partnership                Affiliate            Affiliate            Affiliate            Affiliate            Affiliate
-------------------------- -------------------- -------------------- -------------------- -------------------- ---------------------





</TABLE>


(1)  Interest on the St.  Catherine's  Mortgage Loans is at a rate of 10.75% per
     annum,  calculated  on a 365-day year for the actual number of days lapsed,
     and paid quarterly.


     Partnership Allocation of Income and Loss and Distribution.
     -----------------------------------------------------------

     Net  Income  and  Net  Loss.   Net  income   (except   with  respect  to  a
"Disposition,"  which includes any  Partnership  transaction not in the ordinary
course of its business, including, without limitation,  collections of principal
payments,  equity participation  payments,  prepayments,  prepayment  penalties,
sales,  exchanges,  foreclosures or other dispositions of Mortgage Loans held by
the Partnership,  recoveries of damage awards and insurance proceeds (other than
the receipt of subscriptions  for Units, all forms of interest payments when due
on Mortgage Loans or business or rental  interruption  insurance  proceeds)) and
net loss of the Partnership is allocated  97.5% to Limited  Partners and 2.5% to
the General  Partners.  Net income arising from a Disposition is allocated 97.5%
to  Limited  Partners  and 2.5% to the  General  Partners  to the  extent of any
negative balances in the capital accounts of the Limited Partners, and then 100%
to  Limited  Partners  in an amount  necessary  to bring the  Limited  Partners'
capital  accounts up to an amount equal to their Original  Contributions,  which
means  the  amount of $10.00  for each  Unit  less the  return of any  amount of
uninvested  funds  returned,  as  defined  in the  prospectus,  plus  the  11.5%
preferred cumulative return thereon (less previous  distributions to the Limited
Partners  in  payment  of such  amounts).  The  remainder  of such net income is
allocated 85% to the Limited Partners and 15% to the General Partners.

     Distributions of Cash From Operations.  Distributions of Adjusted Cash From
Operations,  defined as all receipts of interest payments on Mortgage Loans less
cash receipts used to pay operating  expenses and to repurchase  any Units (Cash
Flow) less any  amount  set aside for the  restoration  or  creation  of working
capital reserves,  are distributed 97.5% to the Limited Partners and 2.5% to the
General Partners, and are apportioned quarterly among Limited Partners of record
as of the record date declared  within 30 days after the end of each quarter and
will be paid quarterly.  No  distributions of Adjusted Cash From Operations with
respect  to any  calendar  year  are  made to the  General  Partners  until  the
following occurs:

     First,  distributions  to the  Limited  Partners  equal  to  the 9%  annual
     cumulative  return on their  Adjusted  Contributions,  defined as  Original
     Contributions  attributable  to a  Unit,  reduced  by  the  total  of  cash
     distributed  from Disposition  Proceeds and from working capital  reserves,
     for such year (plus any amounts accrued from prior years) have been made to
     the Limited Partners; and

     Second,  payment of all previously  subordinated  management  fees, if any,
     have been made.

     Thereafter,  all  previously  subordinated  amounts  payable to the General
Partners  with  respect  to their 2.5%  interest  are paid in full to the extent
funds  are  available,  and if not  available,  are  deferred  and  paid  out of
Disposition  Proceeds,  defined as  receipts  from  Dispositions  net of related
expenses,  amounts  necessary  for the payment of debts and  obligations  of the
Partnership and any amount set aside for working capital reserves.

     Distributions of Disposition Proceeds. The Managing General Partner has the
right to reinvest or distribute all Disposition  Proceeds  received  through the
second  anniversary  of the  final  closing  date and may  reinvest  disposition
proceeds  as  necessary  thereafter  to avoid  classification  as an  investment
company under the Investment Company Act of 1940. Non-liquidating  distributions
of  Disposition  Proceeds are  distributed  in the following  order of priority,
except as otherwise required by law:

     First,  100% to the  Limited  Partners  until  the  Limited  Partners  have
     received an amount which, when added to prior  distributions of Disposition
     Proceeds and cash from reserves attributable  thereto,  equals the Original
     Contributions of the Limited Partners;

     Second,  100% to the  Limited  Partners  until  each  Limited  Partner  has
     received an amount which, when added to all prior  distributions to Limited
     Partners from all sources (including prior distributions in satisfaction of
     a 9% annual  cumulative  return but  excluding  distributions  pursuant  to
     above),  equals the 11.5% per annum  preferred  cumulative  return on their
     Adjusted  Contributions  (calculated  from the  first  day of the  calendar
     quarter   succeeding  the  quarter  in  which  Capital   Contributions  are
     received);

     Third,  100% to the General  Partners until they have been paid 100% of the
     subordinated  portion,  if any, of (a) the management fee, if any, and then
     (b) their 2.5% interest in Adjusted Cash From Operations;  and Fourth,  the
     remainder, 85% to the Limited Partners and 15% to the General Partners.


     Dissolution.
     -----------

     The loans to the St.  Catherine's  Care  Centers  will  mature on April 20,
2004,  at which time the  Managing  General  Partner  intends to  liquidate  the
Partnership's  assets. The Managing General Partner does not intend to invest in
additional  Mortgage Loans.  When the  Partnership  commences  liquidation,  the
Partnership  will try to sell in an orderly fashion any property the Partnership
has acquired by foreclosure or otherwise. If any Mortgage Loans have not matured
prior to liquidation,  the Partnership anticipates that it would be necessary to
sell such Mortgage Loans for less than their outstanding  principal  balances as
of the date of sale. The Partnership  intends to reinvest loan proceeds received
only as and if necessary to avoid  classification as an investment company under
the  Investment  Company Act of 1940. See "Item 6.  Management's  Discussion and
Analysis  Liquidity and Capital Resources"  regarding  possible  reinvestment of
mortgage loan proceeds.

     Proceeds from  liquidation will be applied and distributed in the following
order:

     First, to the payment of creditors of the Partnership but excluding secured
     creditors whose obligations will be assumed or otherwise transferred on the
     liquidation of Partnership assets; and

     Second,  after allowance for the expenses of liquidation and the setting up
     of any  reserves  for  contingencies  which the  Managing  General  Partner
     considers  necessary,  to the  General  Partners  and  Limited  Partners in
     proportion  to and to the extent of the positive  balances in their capital
     accounts,  after net income or loss  arising  from a  Disposition  has been
     allocated,  with any excess being  distributed in accordance with the order
     of priority for non-liquidating distributions.

     Notwithstanding  anything to the contrary, the Managing General Partner has
the  right to defer  liquidation  if, in the  opinion  of the  Managing  General
Partner,  the sale of  Partnership  assets  in  liquidation  would  result  in a
material under realization on the Partnership's assets.


Item 2. Description of Property.

     The Partnership did not own any real property as of December 31, 2001.


Item 3. Legal Proceedings.

     The Partnership is not a party to any material legal proceedings.


Item 4. Submission of Matters to a Vote of Security Holders.

     No matters  were  submitted to a vote of security  holders  during the last
quarter of 2001.


                                     PART II


Item 5. Market for Units of Limited  Partnership  Interest and Related  Security
     Holder Matters.


     The units of limited  partnership  interest  (the  "Units") are not readily
transferable.  There is no public  market for the Units and it is not  currently
expected that any will develop.  There are restrictions upon the transferability
of Units,  including the requirement  that the General  Partners  consent to any
transferee  becoming a substituted  Unit holder (which consent may be granted or
withheld  at  the  sole  discretion  of  the  General  Partners).  In  addition,
restrictions on transfer may be imposed under state securities laws.

     The  Revenue  Act of 1987  contains  provisions  which may have an  adverse
impact  on  investors  in  certain   "publicly  traded   partnerships."  If  the
Partnership  were to be classified as a "publicly  traded  partnership,"  income
attributable  to the Units would be  characterized  as portfolio  income and the
gross  income  attributable  to Units  acquired  by  tax-exempt  entities  after
December 17, 1987 would be unrelated  business income,  with the result that the
Units could be less marketable.  The General  Partners will, if necessary,  take
appropriate  steps to ensure that the Partnership will not be deemed a "publicly
traded partnership."

     At March 31, 2002,  522,116  Units were  outstanding,  and were held by 490
holders of record.

     The Partnership made  distributions to Limited Partners of $185,637 or $.36
per Unit during 2001 and $170,726 or $.33 per Unit during 2000.


Item 6. Management's Discussion and Analysis Liquidity and Capital Resources.


     Liquidity and Capital Resources.
     -------------------------------

     Common Goal Health Care Pension and Income Fund L.P. II, a Delaware limited
partnership (the "Partnership"),  was formed to make mortgage loans secured by a
mix of first and junior liens on health care related properties. The Partnership
commenced its offering of Units to the public on January 12, 1990, authorized to
sell up to 1,000,000  Units at $10.00 per Unit.  Total gross  offering  proceeds
raised were $5,221,160. The Partnership commenced operations on July 2, 1990. As
of December 31, 2001, all available Net Offering  Proceeds have been invested in
Mortgage  Loans and/or  short-term  investments in accordance  with  Partnership
guidelines.  The Partnership does not intend to make additional  Mortgage Loans.

     As  of  December  31,  2001,  the   Partnership   had  ten  Mortgage  Loans
outstanding, consisting of second and third positions, to various affiliated St.
Catherine's facilities.

     The Mortgage Loans pay Basic Interest which is payable at higher rates than
are being earned on temporary investments and provide for payments of Additional
Interest and  Participations.  The interest  derived from the Mortgage Loans and
repayments of Mortgage Loans contribute to the  Partnership's  liquidity.  These
funds are used to make cash distributions to the Limited Partners, to pay normal
operating  expenses as they arise and, in the case of repayment  proceeds,  may,
subject to certain  exceptions,  be used to make additional  Mortgage Loans. The
movement of funds from Mortgage  Loans to short-term  investments  has increased
the Partnership's  overall liquidity,  but has lowered expected interest income.
The  Partnership  has  structured  its Mortgage  Loans to provide for payment of
quarterly distributions to Limited Partners from investment income.

     The Partnership  maintains working capital reserves of 2% of gross proceeds
of the  offering,  an amount that is  anticipated  to be  sufficient  to satisfy
liquidity  requirements.  See "Item 1.  Business" and the Notes to the Financial
Statements for further information regarding the Partnership's Mortgage Loans.

     On April 13, 1995, the St. Catherine's, Court House, and Findlay facilities
refinanced  their  senior  debt  and  the  Partnership's   Mortgage  Loans.  The
outstanding  principal and Additional  Interest were  subsequently paid off. The
refinancing  of the senior  debt did not  provide  sufficient  proceeds to allow
repayment  of the  Participations  owing under the St.  Catherine's,  Washington
Court House and Findlay Loans (the "SC  Participations")  in the total amount of
$840,500.  The SC  Borrowers  repaid  the SC  Participations  through:  (i)  the
issuance of notes in the total  amount of $400,000  bearing an interest  rate of
11.00% per annum (a) maturing on the earlier of the sale of  refinancing  of the
Tiffin, Bloomville, Fostoria, Washington Court House and Findlay Facilities (the
"SC  Facilities")  or the maturity of the senior debt with South Trust which was
originally  August 31, 2000 and was subsequently  extended to April 20, 2004 and
(b) cross-collateralized by second mortgage liens on the SC Facilities; and (ii)
the issuance of a contingent  payment  obligation by St.  Catherine's of Seneca,
Inc.  in the amount of  $202,500  and a  contingent  payment  obligation  by St.
Catherine's   Care  Centers  of  Fostoria,   Inc.  in  the  amount  of  $238,000
(collectively, the "CPOs").

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable,  as Deferred Revenue,  and the interest
thereon will be recognized as it is earned. Because the contingent nature of the
$440,500 in  participation  income due to the partnership  related to the CPO'S,
such  amount  has not  been  recorded  as an asset  of the  Partnership  and the
participation  income and interest  earned on the CPOs will be  recognized  only
when received.

     On March 13, 1997, the Managing  General Partner approved loans of $425,000
to St.  Catherine's Care Center of Tiffin,  Inc., St. Catherine's Care Center of
Bloomville,  Inc., St.  Catherine's Care Center of Washington Court House, Inc.,
St. Catherine's Care Center of Fostoria, Inc. and St. Catherine's Care Center of
Findlay, Inc., (collectively,  "St. Catherine's Care Centers") affiliates of the
Managing  General  Partner,  and to be  secured by third  mortgages  on the real
properties owned by each of the foregoing,  said mortgages being subordinated to
senior  indebtedness  in the amount of  $10,650,000  held by South Trust Bank of
Alabama, N.A. and indebtedness of the Partnership in the amount of $400,000. The
loans  bear  interest  at the  rate of 13% per  annum.  The  Partnership  funded
$425,000 of these  loans on April 10,  1997.  On  November 3, 1997 the  Managing
General Partner  approved an increase of an additional  $425,000 in the loans to
the St. Catherine's Care Centers.  The original maturity date of these loans was
the  earlier  of the  sale  of the  properties  or  April  30,  2000  which  was
subsequently  extended to April 20,  2004.  As of December 31, 2001 and 2000 the
loan balance was $850,000. Notwithstanding approval of the increase in the loans
in November 1997, the St. Catherine's  borrowers  suspended payments of interest
during the fourth quarter of 1997. Payments recommenced in February, 1998 at the
default rate of 16% per annum.

     On April 20, 2001, the Partnership and the Borrowers  agreed to: (i) extend
the terms of the second and third  Mortgage  Loans,  which  matured on April 20,
2001 to April 20,  2004,  so that the second and third  Mortgage  Loans would be
coterminous  with the  refinanced  underlying  first  mortgage;  (ii) adjust the
applicable annual interest rate payable under the second Mortgage Loans from and
after April 20, 2001 to 9.75%;  and (iii) adjust the applicable  annual interest
rate payable  under the third  Mortgage  Loans from and after April 20, 2001, to
10.75% and (iv) require the St.  Catherine's  Care Centers to pay extension fees
to the  Partnership  totaling  $10,500.  The $10,500  extension  fee was paid on
August 31, 2001.

     As of December  31,  2001,  the  Partnership  was owed $25,515 for interest
accrued during the fourth quarter for the second and third Mortgage Loans. These
amounts  are due to be paid in the first  quarter  of 2002.  The  Borrowers  are
current in their payments on the second and third Mortgage Loans.  Additionally,
as of December 31, 2001, the Borrowers owed the Partnership  $23,661 pursuant to
the terms of a promissory  note in the original  amount of $69,294  delivered by
the  Borrowers  for all late  interest and fees on the third  Mortgages  through
April 20, 2001. The  promissory  note bears interest at an annual rate of 7% and
is payable in monthly installments over twelve months ending April 20, 2002. The
Borrowers are current in their payments on this note.

     The Partnership's balance of cash and cash equivalents at December 31, 2001
and December 31, 2000 was $472,242 and $431,399,  respectively,  which consisted
of operating cash and working  capital  reserves.  The increase in cash and cash
equivalents from December 31, 2000 to December 31, 2001 of $40,843 resulted from
net income of $129,788,  $81,054 received from affiliates,  $45,633 of principal
receipts on a note  receivable,  partially  offset by  distributions  to limited
partners of $181,553.

Results of Operations

     During the years ended December 31, 2001 and 2000, the Partnership reported
net income of $129,788  and  $166,090  based on total  revenues of $233,918  and
$232,102  and  total  expenses  of  $104,130  and  $66,012,   respectively.  The
Partnership's  distributions  to Limited Partners were $.36 per Unit in 2001 and
$.33 per Unit in 2000. All interest  received on the Mortgage Loans is currently
being recognized as interest income.

     Revenues increased in 2001 as compared to 2000 by $1,816 due to the $10,500
extension payment received, partially offset by the reduction in interest rates.

     Expenses increased in 2001 as compared to 2000 by $38,118 primarily because
of an increase of $36,712 in professional  fees  associated with  refinancing of
the mortgage loans.

     Additionally, under the terms of the Partnership Agreement, the Partnership
is required to reimburse  the  Managing  General  Partner for certain  operating
expenses.  In 2001 and 2000, the Managing  General Partner was reimbursed by the
Partnership  for  $98,318  and  $58,823  of these  expenses,  respectively.  The
Managing General Partner believes that such charges have not adversely  affected
the current yield to Limited Partners.

     The  Partnership's  success  and the  resultant  rate of return to  Limited
Partners  will be  dependent  upon,  among  other  things,  the  ability  of the
borrowers to pay the current interest,  additional interest and principal of the
Mortgage Loans.  Distributions to limited partners are made at the discretion of
the Managing General Partner basedon the availability of funds.  During 2001 and
2000,  the  Partnership  made  distributions  totaling  $185,637  and  $170,726,
respectively.

     Some  statements in this Form 10-KSB are forward looking and actual results
may differ materially from those stated. As discussed herein,  among the factors
that may affect  actual  results are changes in the  financial  condition of the
borrower and/or anticipated changes in expenses or capital expenditures.


                                    PART III


Item 7. Financial Statements.


                             COMMON GOAL HEALTH CARE
                        PENSION AND INCOME FUND L.P., II

                              Financial Statements

                        and Independent Auditors' Report
                                December 31, 2001


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                Table of Contents
                                -----------------
                                                                          Page
                                                                          ----

Independent Auditors' Report..............................................F - 1

Financial Statements

        Balance Sheet.....................................................F - 2

        Statements of Income..............................................F - 3

        Statements of Changes in Partners' Capital........................F - 4

        Statements of Cash Flows..........................................F - 5

Notes to Financial Statements.............................................F - 6


<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Partners
Common Goal Health Care
  Pension and Income Fund L.P. II
Ormond Beach, Florida


We have  audited  the  accompanying  balance  sheet of Common  Goal  Health Care
Pension and Income Fund L.P. II (a limited  partnership) as of December 31, 2001
and the related  statements of income,  partners' capital and cash flows for the
years ended  December  31, 2001 and 2000.  These  financial  statements  are the
responsibility  of the  management of Common Goal Health Care Pension and Income
Fund L.P.  II. Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Common Goal Health Care Pension
and  Income  Fund L.P.  II as of  December  31,  2001,  and the  results  of its
operations  and its cash flows for the years ended December 31, 2001 and 2000 in
conformity with accounting principles generally accepted in the United States of
America.

As  described  in Note 2 to the  financial  statements,  Common Goal Health Care
Pension and Income Fund L.P. II has a  significant  portion of its mortgage loan
receivables concentrated in properties in which it holds a third position on the
underlying properties.


                                            Ehrhardt Keefe Steiner & Hottman PC

March 7, 2002
Denver, Colorado



<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                  Balance Sheet
                                December 31, 2001


                                     Assets

Cash and cash equivalents                                            $  472,242
Accrued interest receivable and other - related party                    25,515
Note receivable                                                          23,661
Mortgage loans receivable - related party                             1,250,000
                                                                      ---------

Total assets                                                         $1,771,418
                                                                     ==========

                        Liabilities and Partners' Capital

Due to affiliates                                                    $   61,130
Accrued distributions                                                    47,224
Deferred revenue                                                        400,000
                                                                      ---------
         Total liabilities                                              508,354

Partners' capital
     General partners                                                    56,997
     Limited partners (522,116 units issued and outstanding)          1,206,067
                                                                      ---------
     Total partners' capital                                          1,263,064
                                                                      ---------

Total liabilities and partners' capital                              $1,771,418
                                                                     ==========


                       See notes to financial statements.

                                       F-2



<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                              Statements of Income

                                                            For the Years Ended
                                                                December 31,
                                                            -------------------
                                                              2001        2000
                                                              ----        ----

Revenue
    Interest income and fees                               $233,918    $232,102
                                                           --------    --------
                                                            233,918     232,102
Expenses
    Professional fees                                        74,402      37,690
    Fees to affiliates
       Management                                             4,812       6,168
       Mortgage servicing                                     1,000       1,021
    Other                                                    23,916      21,133
                                                           --------    --------
                                                            104,130      66,012
                                                           --------    --------

Net income                                                 $129,788    $166,090
                                                           ========    ========

Net income allocated to general partners                   $  3,245    $  4,152
Net income allocated to limited partners                    126,543     161,938
                                                           --------    --------

                                                           $129,788    $166,090
                                                           ========    ========

Basic earnings per limited partner unit                    $    .25    $    .32
                                                           ========    ========

Weighted average limited partner units outstanding          522,116     522,116
                                                           ========    ========

                         See notes financial statements.

                                       F-3


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                         Statements of Partners' Capital
                 For the Years Ended December 31, 2001 and 2000



                                               General     Limited
                                               Partners    Partners    Capital
                                               --------    --------    -------

Balance at December 31, 1999                   $ 49,600  $1,273,949  $1,323,549

Net income                                        4,152     161,938     166,090

Distributions to limited partners
($.33 per unit)                                      --    (170,726)   (170,726)
                                               --------  ----------- -----------

Balance at December 31, 2000                     53,752   1,265,161   1,318,913

Net income                                        3,245     126,543     129,788

Distributions to limited partners
($.36 per unit)                                      --    (185,637)   (185,637)
                                               --------  ----------- -----------

Balance at December 31, 2001                   $ 56,997  $1,206,067  $1,263,064
                                               ========  =========== ==========


                       See notes to financial statements.


                                       F-4


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                            Statements of Cash Flows

                                                         For the Years Ended
                                                            December 31,
                                                        ----------------------
                                                           2001         2000
                                                           ----         ----
Cash flows from operating activities
   Net income                                           $ 129,788    $ 166,090
                                                        ----------   ----------
   Adjustments to reconcile net income to
   net cash provided by operating activities -
     Accrued interest receivable                          (34,079)       4,396
     Due to/from affiliates                                81,054        3,278
                                                        ----------   ----------
                                                           46,795        7,674
                                                        ----------   ----------

Net cash provided by operating activities                 176,763      173,764
                                                        ----------   ----------
Cash flows from investing activities
   Payments on note receivable                             45,633        --
                                                        ----------   ----------

Net cash provided by (used in) investing
activities                                                 45,633        --
                                                        ----------   ----------
Cash flows from financing activities
   Distributions to partners                             (181,553)    (165,572)
                                                        ----------   ----------
Net cash used in financing activities                    (181,553)    (165,572)
                                                        ----------   ----------

Net increase in cash                                       40,843        8,192

Cash - beginning of year                                  431,399      423,207
                                                        ----------   ----------

Cash - end of year                                      $ 472,242    $ 431,399
                                                        ==========   ==========

Supplemental disclosure of non-cash activity:

     The  Partnership  accrued  distributions  of $47,224 and $43,140 during the
years ended December 31, 2001 and 2000, respectively.

     The  Partnership  converted  accrued  interest to a note  receivable in the
amount of $69,294 in April 2001.

                                     F - 5


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------

Common Goal  Health Care  Pension  and Income  Fund L.P.  (the  Partnership),  a
Delaware  Limited  Partnership,  was formed on May 9, 1989 to invest in and make
mortgage loans to third parties and affiliates  involved in health care.  Having
previously sold more than the specified  minimum of 117,650 units  ($1,176,500),
the Partnership commenced operations on July 2, 1990. The Partnership's offering
terminated on January 11, 1992, with the  Partnership  having sold 522,116 units
($5,221,160).  There is no  active  public  trading  market  for the  units.  At
December 31, 2001, there were 490 unit holders.

The General  Partners  are Common Goal  Capital  Group,  Inc.  II, the  Managing
General Partner,  and Common Goal Limited  Partnership II, the Associate General
Partner. Under the terms of the Partnership Agreement,  the General Partners are
not required to make any additional capital  contributions  except under certain
limited circumstances upon termination of the Partnership.

Under the terms of the Partnership  Agreement,  the  Partnership  reimbursed the
General Partners for certain offering and  organizational  expenses  incurred in
connection with the issuance and distribution of the units in an amount fixed at
5% of gross  offering  proceeds.  These  offering  and  organizational  expenses
excluded   broker/dealer   selling  commissions  and  included  accountable  due
diligence  expense  reimbursements.  Health  Care  Securities,  Inc.  (HCS),  an
affiliate acting as managing dealer,  received selling  commissions of 8% of the
gross  offering  proceeds on all units sold directly by HCS.  Additionally,  HCS
received  a  non-accountable  expense  allowance  of 2% of  gross  proceeds  for
expenses  incurred  in  connection  with the sale of  Units,  and also  received
reimbursement  of up to .5% of gross  proceeds  for  accountable  due  diligence
expenses.  Offering and  organization  expenses  were recorded as a reduction of
partners' capital.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

For entities  investing in and making mortgage loans to businesses in the health
care industry,  certain  inherent  risks may increase the  possibility of actual
results  differing from  management's  estimates.  These inherent risks include,
among other things, the following:

o    Substantial  dependence  on  revenues  derived  from  reimbursement  by the
     federal Medicare and state Medicaid programs;

o    Government  regulation,   government  budgetary  constraints  and  proposed
     legislative and regulatory changes; and

                                       F-6

<PAGE>

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Use of Estimates (continued)
----------------------------

o    Lawsuits alleging malpractice and related claims.

Partnership Management Fees and Operating Expenses
--------------------------------------------------

Under the terms of the Partnership agreement, the Partnership is required to pay
a quarterly management fee to the Managing General Partner equal to 1% per annum
of adjusted contributions,  as defined.  Additionally,  a mortgage and investing
servicing fee equal to .25% per annum of the Partnership's  outstanding mortgage
loan  receivable and  investment  amounts are to be paid to Common Goal Mortgage
Company (CGMC), an affiliate of the General Partners.

Additionally,  under the terms of the Partnership Agreement,  the Partnership is
required to  reimburse  the  Managing  General  Partner  for  certain  operating
expenses. In 2001 and 2000, the Managing General Partner charged the Partnership
for $98,318 and $58,823 of these expenses,  respectively.  The Managing  General
Partner believes that such charges have not adversely affected the current yield
to Limited Partners.

Mortgage loans that have virtually the same risk and potential  rewards as joint
ventures  are  accounted  for  and   classified  as   investments  in  operating
properties.  The Partnership  Agreement  authorized the payment of a 3% mortgage
placement  fee to CGMC in  connection  with  the  original  placement  of  these
mortgage loans. Cash received related to investments in operating  properties is
recognized as interest  income to the extent that such  properties have earnings
prior  to the  recognition  of the  distributions  of cash  to the  Partnership;
otherwise, such cash is recorded as a reduction of the related investments.

Partnership Allocation of Income and Losses and Distributions
-------------------------------------------------------------

Net Income

Net income (except with respect to a Disposition, as defined, which includes any
Partnership  transaction not in the ordinary  course of its business,  including
without  limitation,  collections of principal  payments,  equity  participation
payments,  prepayments,  prepayment penalties,  sales,  exchanges,  foreclosures
other  dispositions  of Mortgage  Loans held by the  Partnership,  recoveries of
damage awards and insurance  proceeds  (other than the receipt of  subscriptions
for Units, all forms of interest payments when due on Mortgage Loans or business
or rental interruption  insurance  proceeds)) and net loss of the Partnership is
allocated 97.5% to Limited Partners and 2.5% to the General Partners.

                                       F-7

<PAGE>

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Partnership Allocation of Income and Losses and Distributions (continued)
-------------------------------------------------------------------------

Net Income (continued)

Net income arising from a Disposition is allocated 97.5% to Limited Partners and
2.5% to the  General  Partners  to the extent of any  negative  balances  in the
capital accounts of the Limited  Partners,  and then 100% to Limited Partners in
an amount  necessary to bring the Limited  Partners'  capital  accounts up to an
amount equal to their Original Contributions, as defined, which means the amount
of $10.00  for each  unit less the  return  of any  amount of  uninvested  funds
returned as defined,  plus the 11.5% preferred  cumulative  return thereon (less
previous  distributions  to the Limited  Partners in repayment of such amounts).
Remaining  net income is  allocated  85% to the Limited  Partners and 15% to the
General Partners.

Distributions of Cash from Operations
-------------------------------------

Distributions  of  adjusted  cash from  operations,  defined as all  receipts of
interest  payments on Mortgage  Loans less cash  receipts  used to pay operating
expenses and to  repurchase  any units (cash flow) less any amount set aside for
the restoration or creation of working capital  reserves,  are distributed 97.5%
to the Limited  Partners and 2.5% to the General  Partners,  and are apportioned
quarterly among Limited Partners of record as of the record date declared within
30  days  after  the  end of  each  quarter  and  will  be  paid  quarterly.  No
distributions of adjusted cash from operations with respect to any calendar year
are made to the General Partners until the following occurs:

     First,  distributions  to the  Limited  Partners  equal  to  the 9%  annual
     cumulative return on their adjusted  contributions,  as defined as original
     contributions  attributable  to a  unit,  reduced  by  the  total  of  cash
     distributed  from disposition  proceeds and from working capital  reserves,
     for such year (plus any amounts accrued from prior years) have been made to
     the Limited Partners; and

     Second,  payment of all previously  subordinated  management  fees, if any,
     have been made.

Thereafter,  all previously subordinated amounts payable to the General Partners
with  respect to their 2.5%  interest  are paid in full to the extent  funds are
available,  and if not  available,  are  deferred  and paid  out of  Disposition
Proceeds, defined as receipts from dispositions net of related expenses, amounts
necessary for the payment of debts and  obligations of the  Partnership  and any
amount set aside for working capital reserves.

                                       F-8


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Distributions of Disposition Proceeds
-------------------------------------

The  Managing  General  Partner  has the right to  reinvest  or  distribute  all
disposition  proceeds  received  through  the  second  anniversary  of the final
closing date and may reinvest  disposition  proceeds as necessary  thereafter to
avoid  classification as an investment  company under the Investment Company Act
of 1940.  Non-liquidating  distributions of disposition proceeds are distributed
in the following order of priority, except as otherwise required by law:

     First,  100% to the  Limited  Partners  until  the  Limited  Partners  have
     received an amount which, when added to prior  distributions of disposition
     proceeds and cash from reserves attributable  thereto,  equals the original
     contributions of the limited partners;

     Second,  100% to the  limited  partners  until  each  limited  partner  has
     received an amount which, when added to all prior  distributions to limited
     partners from all sources (including prior distributions in satisfaction of
     the 9% annual  cumulative  return but excluding  distributions  pursuant to
     above),  equals the 11.5% per annum  preferred  cumulative  return on their
     adjusted  contributions,  (calculated  from the first  day of the  calendar
     quarter  succeeding  the  quarter  in  which  capital   contributions  were
     received);

     Third,  100% to the general  partners until they have been paid 100% of the
     subordinated  portion,  if any, of (a) the  partnership  management fee, if
     any, and then (b) their 2.5% interest in adjusted cash from operations; and

     Fourth,  the remainder,  85% to the limited partners and 15% to the general
     partners.

Dissolution and Returns of Principal
------------------------------------

The loans to the St.  Catherine's Care Centers will mature on April 20, 2004, at
which time the Managing  General Partner intends to liquidate the  Partnership's
assets.  The Managing  General  Partner does not intend to invest in  additional
Mortgage Loans. The Partnership  intends to reinvest loan proceeds received only
as and if necessary to avoid  classification as an investment  company under the
Investment Company Act of 1940.

Proceeds from the  liquidation  will be applied and distributed in the following
order:

     First, to the payment of creditors of the Partnership but excluding secured
     creditors whose obligations will be assumed or otherwise transferred on the
     liquidation of partnership assets; and

                                       F-9

<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Dissolution and Returns of Principal (continued)
------------------------------------------------

     Second,  after allowance for the expenses of liquidation and the setting up
     of any  reserves  for  contingencies  which the  Managing  General  Partner
     considers  necessary,  to the  General  Partners  and  Limited  Partners in
     proportion  to and to the extent of the positive  balance in their  capital
     accounts,  after net income or loss  arising  from a  disposition  has been
     allocated,  with any excess being  distributed in accordance with the order
     of priority for non-liquidating distributions.

Notwithstanding  anything to the contrary,  the Managing General Partner has the
right to defer  liquidation if, in the opinion of the Managing  General Partner,
the sale of  partnership  assets  in  liquidation  would  result  in a  material
underrealization on the Partnership's assets.

Allowance for Losses
--------------------

An allowance for loan losses is provided,  if necessary,  at a level,  which the
Partnership's  management  considers  adequate based upon an evaluation of known
and inherent risks in the loan portfolio. There was no allowance for loan losses
deemed necessary at December 31, 2001.

Federal Income Taxes
--------------------

No income tax  provision has been  included in the  financial  statements  since
income or loss of the  Partnership is required to be reported by the partners on
their respective income tax returns.

Basic Earnings Per Limited Partner Unit
---------------------------------------

Basic  earnings  per  limited  partner  unit is computed  based on the  weighted
average  limited  partner units  outstanding  for the year dividend into the net
income applicable to the Limited Partners.

There were no dilutive limited partner units during 2000 or 2001.

Cash and Cash Equivalents
-------------------------

The Partnership  classifies all short-term  investments with maturities of three
months or less at the date of purchase  as cash  equivalents.  At  December  31,
2001, cash equivalents consisted of money market accounts.

                                      F-10



<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Concentration of Credit Risk
----------------------------

The Company's financial  instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents, accrued interest receivable
and mortgage  loans  receivable.  The Company  maintains  cash  balances in bank
deposit  accounts,  which at times,  may exceed  federally  insured  limits.  At
December 31, 2001,  the Company's cash balances were in excess of such limits by
approximately $363,000.

The  accrued  interest  receivable  and  mortgage  loan  receivable  balances at
December 31, 2001 are from the various mortgages described in Note 2.

Note 2 - Mortgage Loans Receivable - Related Party
--------------------------------------------------

On March 7, 1997,  the  Partnership  entered into a loan  agreement with the St.
Catherine entities, a related party (Washington Court House,  Fostoria,  Tiffin,
Bloomville  and Findlay),  whereby the  Partnership  would fund $425,000 for the
renovation of the St.  Catherine  facilities.  The loan, which is secured by the
St.  Catherine  facilities,  bears  interest at a rate of 13% per annum with the
entire principal balance due originally on the maturity date of April 20, 2001.

On March 31,  1998,  the  Partnership,  the  Partnership  and the St.  Catherine
entities  amended  the  March 7, 1997 loan in order to  increase  the  principal
amount of the loan to $850,000. No other terms of the loan were altered pursuant
to amendment.

The mortgage loan balances at December 31, 2001 to the affiliated St.  Catherine
entities  totaled  $850,000,  which  represent third mortgages on the underlying
properties  located in Ohio. The  Partnership's  ability to recover interest and
principal  on these  mortgages  is  dependent  upon the  underlying  properties'
ability to generate  sufficient  operating  income and/or  appreciation  in fair
values.

There was no  activity  in the  mortgage  loans  receivable  for the year  ended
December 31,2001.  The respective  balances as of December 31, 2001 and 2000 are
as follows:

                                 Second          Third
                                Positions      Positions       Totals
                                ---------      ---------       ------

Balance at December 31, 2001   $   400,000    $   850,000   $ 1,250,000
and 2000                       ===========    ===========   ===========

                                      F-11


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

Investments in Operating Properties
-----------------------------------

The Partnership made and funded three mortgage loans to affiliated entities (the
"St. Catherine's Loans"). The Partnership's affiliation with these entities is a
result of the  President  and Chief  Executive  Officer of the Managing  General
Partner also serving as the President of the entities  receiving the loans.  The
Partnership's  mortgage  loans to the  affiliated  entities  were related to the
operating  facilities  and  were  accounted  for  as  investments  in  operating
properties.  These mortgage loans were repaid on April 13, 1995 upon refinancing
by the owners of their senior debt with an unrelated  lender. In connection with
the repayment of these mortgage loans, the Partnership recognized a gain on sale
of investment in operating  properties of  $1,632,719.  The  refinancing  of the
senior  debt did not  provide  sufficient  proceeds  to allow  repayment  of the
participations  owing  under  the St.  Catherine's  Washington  Court  House and
Findlay Loans (the "SCC Participations") in the total amount of $840,500.

The St.  Catherine's  Washington Court Borrowers  repaid the SCC  Participations
through:

(i)  the issuance of notes in the total amount of $400,000
     (a)  bearing interest rate of 11.00% per annum, which is due quarterly
     (b)  maturing  on the  earlier of the sale or  refinancing  of the  Tiffin,
          Bloomville,  Fostoria,  Court  House and Findlay  Facilities  (the "SC
          Facilities")  or the  maturity of the senior debt with South Trust and
          (c)   cross-collateralized   by  second   mortgage  liens  on  the  SC
          Facilities; and

(ii) the  issuance  of  contingent  payment  obligation  by St.  Catherine's  of
     Senecca, Inc. in the amount of $202,500 and a contingent payment obligation
     by St. Catherine's Care Centers of Fostoria, Inc. in the amount of $238,000
     (collectively, the "CPOs")
     (a)  bearing an interest rate of 11% per annum, which is due quarterly
     (b)  maturing  on  the  earlier  of  the  sale  or  refinancing  of  the SC
          Facilities or the maturity of the senior debt with South Trust.

     The CPOs provide that interest is payable on a current basis  provided that
     the debt service  coverage  ratios on each of the SC  Facilities  is 1.2 to
     1.0. In the event these debt service  coverage  ratios are not  maintained,
     the interest shall accrue until the debt service coverage ratio is at least
     1.2 to 1.0 or maturity.  The CPOs further provide that principal is payable
     only to the extent that upon a resale or  refinancing of the SC Facilities,
     there are  sufficient  proceeds  to repay the senior  debt and the  amounts
     owing under the CPOs.  The CPOs are being assumed by an affiliated  entity,
     Will Care of Ohio,  Inc.,  and will be  secured,  to the extent they become
     payable and are not paid,  by a pledge of 30 shares of St.  Catherine's  of
     Seneca, Inc. common stock.

                                      F-12


<PAGE>



             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
     Sales of Real Estate",  the $840,500  participation  was not  recognized as
     income  during  1995.  The  Partnership   has  recorded   $400,000  of  the
     participation amount, related to the mortgage loan receivable,  as deferred
     revenue,  and the interest thereon will be recognized as it is earned.  Due
     to the contingent nature of the $440,500 due to the Partnership  related to
     the CPOs,  such amount has not been recorded as an asset of the Partnership
     and the  participation  income  and  interest  earned  on the CPOs  will be
     recognized  only  when  received.  Interest  received  by  the  Partnership
     relating  to the CPOs  amounted  to  $48,455  for each of the  years  ended
     December 31, 2001 and 2000.

The repayment  terms of the mortgage  loans in affiliated  operating  properties
resulted in new second mortgage loans on the St. Catherine's Facilities totaling
$400,000 at December 31, 2001. These new second mortgage loans are appropriately
classified as mortgage  loan  receivables  as they do not contain  virtually the
same risk and potential rewards as joint ventures.

At  December  31,  1999,  the  mortgage  loans  receivable   included   $50,590,
representing the  Partnership's  participation  in a $1,618,254  second mortgage
loan  made by an  affiliated  limited  partnership.  During  2000,  the  $50,590
outstanding  balance  was  repaid.  In addition  to the  principal  amount,  the
Partnership   received  an   additional   $7,355   representing   its  share  of
participation  interest on the joint venture loan. The  partnership has recorded
the  $7,355  as  additional  interest  income  in  the  accompanying   financial
statements.

Additionally,  during 2000 the Partnership renegotiated the other remaining loan
balances with  remaining  terms,  which extended the maturity dates to April 20,
2001, which was consistent with the first mortgage loans.

On April 20, 2001, the Partnership  and the Borrowers  agreed to: (i) extend the
terms of the second and third Mortgage Loans, which matured on April 20, 2001 to
April 20, 2004, so that the second and third Mortgage Loans would be coterminous
with the refinanced underlying first mortgage; (ii) adjust the applicable annual
interest rate payable under the second  Mortgage  Loans from and after April 20,
2001 to 9.75%;  and (iii) adjust the  applicable  annual  interest  rate payable
under the third Mortgage Loans from and after April 20, 2001, to 10.75% and (iv)
require  the  St.  Catherine's  Care  Centers  to  pay  extension  fees  to  the
Partnership  totalling $10,500. The $10,500 extension fee was paid on August 31,
2001.

As of December 31, 2001, the Partnership  was owed $25,515 for interest  accrued
during the fourth quarter for the second and third Mortgage Loans. The Borrowers
are  current  in  their  payments  on  the  second  and  third  Mortgage  Loans.
Additionally, as of December 31, 2001, the Partnership was owed $23,661 from St.
Catherine's Care Centers pursuant to the promissory note agreement  entered into
by the two entities in connection  with the  refinancing of the Mortgage Loan on
April 20, 2001. As of that date, the  Partnership  was owed $69,294 for all late
interest and fees on the third Mortgages.  The promissory note, signed April 20,
2001,  bears  interest  at an  annual  rate  of 7% and  is  payable  in  monthly
installments over twelve months ending April 20, 2002. The Borrowers are current
in their payments on this note.


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 3 - Fair Value of Financial Instruments
--------------------------------------------

The fair value of the  Partnership's  mortgage  loans  receivable  differed from
their carrying value as follows:

                                            Carrying             Fair
                                             Value               Value
                                             -----               -----
         December 31, 2001               $ 1,250,000         $ 1,287,596
                                         ===========         ===========

The  Partnership  estimates the fair value of its mortgage  loans  receivable by
discounting future cash flows using an appropriate interest rate.

The carrying amounts at December 31, 2001 for cash and cash equivalents, accrued
interest  receivable,   due  from  and  to  affiliates,   and  accrued  expenses
approximated their fair values due to the short maturity of these instruments.

Note 4 - Partners' Capital
--------------------------

During 2000, the Partnership declared distributions totaling $170,726 ($.33) per
unit) to Limited Partner unit holders. The Partnership has accrued approximately
$43,000 of these  distributions  at December 31, 2000,  which were  subsequently
paid in 2001.

During 2001, the Partnership declared  distributions totaling $185,637 ($.36 per
unit) to Limited Partner unit holders. The Partnership has accrued approximately
$47,000 of these  distributions  at December 31, 2001,  which were  subsequently
paid in 2002.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     None.

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act.

     The  Partnership  does not have  directors or officers.  The following is a
list of the officers and directors of the Managing  General  Partner as of March
31, 2002:

Name                          Age         Position
----                          ---         --------
Albert E. Jenkins III         55          Chairman of the Board, Chief Executive
                                          Officer, President and Director
Richard R. Wood               79          Director, Secretary and Treasurer
William E. Jasper             86          Director
Linda R. Robison              55          Director

                                      F-14

<PAGE>


     Albert E.  Jenkins  III is the  President,  Chief  Executive  Officer and a
Director of the Managing General Partner as well as the Executive Vice President
and  Secretary/Treasurer  of Common Goal Mortgage Company.  He is also President
and Chief  Executive  Officer of Common Goal Capital  Group,  Inc.  ("CG Capital
Group"),  the managing general partner of Common Goal Health Care  Participating
Mortgage  Fund L.P.,  a Delaware  limited  partnership  ("Common  Goal I").  Mr.
Jenkins  also  serves  on  the  boards  of  directors  of  the  above-referenced
corporations.  Mr.  Jenkins  is a  co-general  partner  of Common  Goal  Limited
Partnership  I. Mr. Jenkins is also  President,  Chief  Executive  Officer and a
director  of the St.  Catherine's  Care  Centers,  which are  comprised  of five
long-term care facilities located in the State of Ohio.

     Richard  R. Wood is a  director  of the  Managing  General  Partner  and is
president,  a  director  and owner of 95% of the  outstanding  stock of  Renwood
Properties,  Inc. Mr. Wood is also a  co-general  partner of Common Goal Limited
Partnership I and a director of Common Goal Capital  Group,  Inc.,  the managing
general partner of Common Goal I. In addition, Mr. Wood is a member of the board
of directors of the St.  Catherine's  affiliated  companies  which currently own
five health  care  facilities  in Ohio.  Mr. Wood has,  either  individually  or
together  with  or  through   Renwood,   sponsored  58  prior  private   limited
partnerships  which have acquired real estate.  These  partnerships  have raised
approximately  $35,000,000,  with  approximately 81% of the properties  acquired
being  government-subsidized  low income  housing  projects for families and the
elderly and handicapped.  In addition, Mr. Wood is a controlling  shareholder of
several of the Renwood companies,  which act as co-general partners and property
managers  of certain of the  above-referenced  syndications.  He is  currently a
member of the National Leased Housing Association, Council for Rural Housing and
the Real Estate  Investment  Association.  Mr. Wood received a B.A. from Harvard
University  in 1943 and  attended  Massachusetts  Institute of  Technology  from
1947-1948.

     William E. Jasper,  Jr. is a director of the Managing  General  Partner and
has been a member of the Board of Directors of Madison  Square  Federal  Savings
Bank  since  1964.  Prior to 1980,  when Mr.  Jasper  retired,  he had served as
president of a multi-line insurance agency and brokerage. Mr. Jasper is a Deputy
Regional Director for a fraternal organization that is dedicated to the Maryland
Special Olympics which provides  health-care training and specialized sports for
the mentally  handicapped.  Mr. Jasper  attended  Baltimore City College and has
taken numerous  extended courses at Loyola College and Johns Hopkins  University
in real estate,  appraisals,  inspections,  financial  planning,  mortgages  and
management.

     Linda R. Robison is a director of the Managing General Partner. Ms. Robison
is an attorney and practices  primarily in the areas of corporate  transactions,
corporate  finance,  tax, estate  planning and real estate.  She represents such
industries as manufacturing,  health care, construction,  retail,  distribution,
and  computer   software.   Ms.   Robison  has  been  admitted  to  the  Bar  in
Massachusetts,  Illinois,  and  Florida.  She is a member  of the  American  Bar
Association,  and the U.S. Tax Court,  and past chair of the ABA Small  Business
Committee's  subcommittee  on corporate  tax. She has published  articles in the
Practical   Tax   Lawyer,   Securities   &   Commodities   Regulation,   Smith's
Review-Federal,  Estate and Gift Taxation,  Taxation for Lawyers,  and a Matthew
Bender treatise on real estate transactions. She earned her undergraduate degree
from the  University  of Georgia  where she  attained a B.S. in  psychology  and
graduated  cum laude and Phi Beta Kappa.  Ms.  Robison has a L.L.M.  in taxation
from Boston  University.  She is a co-founder  and  director of a wholesaler  of
sportswear, and a co-founder and director of a firm which finishes plastic parts
for the computer and automotive industries. Ms. Robison is a director of several
not-for-profit  charitable and service organizations and has served as the Chair
and Past President of the U.S.  Committee for UNICEF,  past president of Chicago
Finance  Exchange,  and past treasurer of Chicago Midwest  Women's  Center.  Ms.
Robison  is also a Zoning and  Planning  Commissioner  for the City of  Sanibel,
Florida.

Item 10. Executive Compensation.

     The Partnership has no executive officers or directors.  The Partnership is
not  required to pay the  officers  and  directors  of the General  Partners any
current  nor  any  proposed  compensation  in  such  capacities.   However,  the
Partnership is required to pay certain fees, make  distributions  and allocate a
share of the profits or losses of the  Partnership  to the  General  Partners as
described under the caption  "Management  Compensation" on pages 8 through 11 of
the  Partnership's  Prospectus,  which  description  is  incorporated  herein by
reference.  Set forth below are the fees,  compensation and other reimbursements
paid or accrued to the Managing  General Partner and its Affiliates for the year
ended December 31, 2001.

                                   Capacities in
                                   Which Compensation
Name of Affiliate                  was Received                Remuneration
-----------------                  ------------                ------------

Managing General Partner           Management fee                 $4,812

Common Goal Mortgage               Mortgage loan                  $1,000
Company servicing fees

No form of non-cash remuneration was paid by the Partnership.



<PAGE>


For further  information on compensation paid to Common Goal and its Affiliates,
see "Management Compensation" on pages 8-11 of the Prospectus.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The Partnership, as an entity, does not have any directors or officers. The
following is information concerning Unit ownership as of March 31, 2002.

     To the best  knowledge of the  Partnership,  no person owns more than 5% of
the  outstanding  Units.  Messrs.  Jenkins and Wood each own less than 1% of the
total  outstanding  Units and all officers and directors of the Managing General
Partner,  as a group, own less than 1% of the total outstanding  Units. No other
officer or director of the Managing General Partner owns any Units.

Item 12.   Certain Relationships and Related Transactions.

     The  Partnership  has made and funded several  Mortgage Loans to affiliated
entities (St.  Catherine's  Care Center of Tiffin,  Inc., St.  Catherine's  Care
Center of Bloomville,  Inc.,  St.  Catherine's  Care Center of Washington  Court
House, Inc., St.  Catherine's Care Center of Fostoria,  Inc. and St. Catherine's
Care  Center  of  Findlay,  Inc.,  (collectively,   the  "St.  Catherine's  Care
Centers")).  In connection with these Mortgage Loans,  the Partnership  obtained
the opinion of an  independent  third party that the terms and conditions of the
respective  loans were fair and at least as  favorable to the  Partnership  as a
loan to an unaffiliated party in similar circumstances.  The Partnership entered
into an agreement with the St. Catherine's Borrowers providing for the extension
of the maturity date of all the outstanding  loans to the St.  Catherine's  Care
Centers. The Partnership obtained the opinion of an independent third party that
the terms and conditions of such agreement are fair and at least as favorable to
the  Partnership  as  an  agreement  with  an  unaffiliated   party  in  similar
circumstances.  See "Item 6.  Management's  Discussion  and  Analysis or Plan of
Operation"  for  further   information   regarding  these  Mortgage  Loans.  The
Partnership  made an additional loan to an unaffiliated  party in 1990 through a
joint  venture  with  Common  Goal I, an  affiliated,  publicly-offered  limited
partnership with similar  investment  objectives (the "Joint Venture Loan"). For
further information  concerning the Joint Venture Loan, see "Item 1. Description
of Business."

     The Partnership  engages the services of Common Goal Mortgage  Company,  an
affiliate of the General Partners,  in connection with servicing  Mortgage Loans
for which Common Goal Mortgage Company  generally is paid a fee by the borrower.
See "Item 10. Executive Compensation," for the information concerning such fees.



<PAGE>


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K.

     (a) Exhibits

     The following exhibits are included herein or incorporated by reference:

     Number

     3.1  (a) Amended and Restated Limited  Partnership  Agreement of Registrant
          dated as of December 6, 1989  (incorporated  by reference from Exhibit
          3.1, included in Registrant's Form S-11 Registration  Statement S.E.C.
          File No. 33-31358).

     3.2  (b) Pages 8-11 of the Registrant's  final Prospectus dated January 12,
          1990, as filed with the Securities and Exchange Commission pursuant to
          Rule 424(b) under the Securities  Act of 1933, as amended.  Reports on
          Form 8-K

          (b)  Reports on Form 8-K.

     The  Partnership  did not file any  reports on Form 8-K during the  quarter
ended December 31, 2001.



                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                         COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          By:      Common Goal Capital Group, Inc., II,
                                   General Partner

                          By:      /s/ Albert E. Jenkins
                                   ---------------------
                                   Albert E. Jenkins III
                                       Chairman and Chief Executive Officer

Date:  April 1, 2002



<PAGE>


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       Name                             Position                      Date
       ----                             --------                      ----

/s/ Albert E. Jenkins             Chairman (Principal            April 1, 2002
---------------------                Executive Officer),
Albert E. Jenkins III                President, Principal
                                     Financial and
                                     Accounting Officer
                                     and Director of
                                     Managing General
                                     Partner


/s/ William E. Jasper, Jr.        Director of Managing           April 1, 2002
--------------------------           General Partner
William E. Jasper, Jr.


/s/ Richard R. Wood               Director of Managing           April 1, 2002
-------------------                  General Partner
Richard R. Wood


/s/ Linda R. Robison              Director of Managing           April 1, 2002
--------------------                 General Partner
Linda R. Robison


(A Majority of the Board of Directors of the Managing General Partner)